Form 8-K

8-K — MOVADO GROUP INC

Accession: 0000950142-26-001010

Filed: 2026-04-01

Period: 2026-03-30

CIK: 0000072573

SIC: 3873 (WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 30, 2026

MOVADO GROUP, INC.

(Exact name of registrant as specified in its charter)

New York

1-16497

13-2595932

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

650 FROM ROAD, SUITE 375

PARAMUS, NJ 07652-3556

(Address of principal executive offices) (Zip Code)

(201) 267-8000

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

MOV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On March 30, 2026, Movado Group, Inc. and its wholly owned subsidiaries

Swissam Products Limited and MGI Luxury Group Sárl (collectively, the “Company”) entered into a letter agreement (the

“Extension Letter”) pursuant to which the License Agreement between the Company and Calvin Klein, Inc. (“CKI”)

dated as of August 19, 2020 (the “Existing Agreement”) was extended for an additional three years ending December 31, 2029.

The other material provisions of the Existing

Agreement remain substantially unchanged.

The foregoing description of the Extension Letter

does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Letter, which is filed

as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*

Letter agreement among Movado Group, Inc., Swissam Products Limited, MGI Luxury Group Sárl and Calvin Klein, Inc. dated March 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish

supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the

Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned

hereunto duly authorized.

Dated: April 1, 2026

MOVADO GROUP, INC.

By:

/s/ Mitchell

Sussis

Name:

Mitchell Sussis

Title:

Senior Vice President, General

Counsel and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260757984_ex1001.htm · Sequence: 2

EXHIBIT 10.1

*CERTAIN IDENTIFIED INFORMATION

HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

February 26, 2026

Movado

Group, Inc.

650

From Road, Suite 375

Paramus,

New Jersey 07652

Attn:

Calvin Klein Brand President

General

Counsel

Swissam Products Limited

29th Floor,

Citicorp Centre

18 Whitfield Road

North Point, Hong Kong

MGI Luxury Group Sarl

Aarbergstrasse 107A

2502 Biel/Bienne

Switzerland

To Whom it May Concern:

Reference

is made herein to the License Agreement dated as of August 19, 2020 among Calvin Klein, Inc., Movado Group, Inc., Swissam Products Limited

and MGI Luxury Group Sarl (as previously amended, the “CK Agreement”). Capitalized terms used herein and not otherwise defined

herein shall have the meanings ascribed thereto in the CK Agreement.

For

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties have agreed that, notwithstanding

anything to the contrary in Section 5.1.2 of the CK Agreement, the Advertising Obligation for the sixth Annual Period (2026) shall be

equal to [***]% of total Net Sales for such Annual Period (excluding sales to CKI and its store licensees) or $[***], whichever is [***].

It is further, agreed, however that only $[***] of the foregoing obligation shall be paid to CKI, such payment to be made to CKI by no

later than [***], and the remainder shall be directly applied by Licensee for expenditures for media during the Annual Period as planned

and approved as per the terms of the CK Agreement. Licensee shall report its expenditures and provide applicable back-up documentation

therefor. The CRK fee under Section 5.1.3 of the CK Agreement shall apply as referenced therein.

addition, the License Period is hereby extended for three additional Annual Periods (i.e,, from January 1, 2027 through December

31, 2029) and the parties have agreed to the following amendments to the CK Agreement, each which shall become effective on January 1,

2027:

· Section

1.5.2 of the CK Agreement is hereby deleted and replaced with the following:

Non-Compete.

During the License Period, and as a material obligation of Licensee hereunder, Licensee and its Affiliates shall not, without the prior

written consent of CKI, design, distribute or sell any Products under [***].

· Section

2.2 of the CK Agreement is hereby deleted in its entirety and replaced with the following:

Renewal

License Period. Licensee shall have the right, provided that Licensee is not then in default of any of the provisions of the Agreement,

to request an extension of this Agreement for an additional period. Said right to request an extension shall be exercised by written

notice to CKI, received by CKI no earlier than [***] and no later than [***]. Upon receipt of such notice, CKI agrees to negotiate with

Licensee with respect to a further extension of this Agreement; however, nothing herein shall require CKI to grant a further extension

of this Agreement, and if CKI and Licensee have not reached an agreement in principle for an extension by no later than [***] prior to

the expiration of the Initial License Period or, in the event they haven’t executed an agreement for any such extension by no later

than [***] prior to the expiration of the Initial License Period, then CKI may execute a new license agreement with a third party subject

to the terms of Section 8.7 hereof.

· The

first sentence of Section 4.5 of the CK Agreement is hereby deleted in its entirety and replaced

with the following:

All

payments required by the Licensee hereunder shall be made to CKI in US $ dollars via wire transfer specifying federal funds [***], with

email confirmation to the CKI Licensing Finance Department.

· Section

8.3(i) of the CK Agreement is hereby deleted in its entirety and replaced with the following:

(i) Licensee,

any Controlling Entity or any Affiliate of Licensee [***] (an “Involved Affiliate”),

undergoes a “Change in Control” without CKI’s prior consent. As used herein,

a “Change in Control” shall be deemed to occur upon: (i) either Licensee, a Controlling

Entity or an Involved Affiliate [***] (a “Transfer”)

all or substantially all of its assets; (ii) any Person who does not own at least [***]%

of the equity or voting rights of Licensee, a Controlling Entity or an Involved Affiliate,

directly or indirectly becoming the owner of [***]% or more of the equity or voting rights,

as the case may be; (iii) any Person who owns [***]% or more of the equity or voting rights

of Licensee, a Controlling Entity or an Involved Affiliate, but less than [***]% of such

outstanding equity or voting rights, becoming the owner of [***]% or more of the outstanding

equity or voting rights, as the case may be; (iv) any Person acquiring the possession, directly

or indirectly, of the power to direct or cause the direction of the management and/or policies

of Licensee, a Controlling Entity or an Involved Affiliate, whether through ownership of

voting securities, through the power to appoint at least half of the members of the board

of directors or similar body of such Person, by contract or by any other means (“Control”);

(v) any Person who Controls Licensee, a Controlling Entity or an Involved Affiliate Transferring

or losing such Control; (vi) any Person who owns [***]% or more of the outstanding voting

rights of Licensee, a Controlling Entity or an Involved Affiliate Transferring all or a portion

of such voting rights such that it owns less than [***]% of such voting rights, provided,

however, that if no Person owns [***]% or more of such voting rights, then a Change

of Control shall be deemed to occur if a Person that owns [***]% or more of such voting Transfers

all or

portion thereof such that it owns less than [***]% of such voting rights; or (vii) any Competitor

of CKI or its Affiliates, directly or indirectly, becoming the owner of [***]% or more of

the equity or voting rights in Licensee, a Controlling Entity or an Involved Affiliate (if

Licensee, a Controlling Entity or an Involved Affiliate, as applicable, is a publicly traded

entity) or any competitor of CKI or its Affiliates, directly or indirectly, becoming the

owner of [***] equity or voting rights in Licensee, a Controlling Entity or an Involved Affiliate

(if Licensee, a Controlling Entity or an Involved Affiliate, as applicable, is a private

entity). Notwithstanding anything herein to the contrary, the following shall not constitute

a “Change of Control” hereunder: (a) any Transfer of equity or Voting Rights

in Licensee or an Involved Affiliate, among any trusts or other asset vehicles controlled

by [***]; (b) any internal reorganization, restructuring or

Transfer of the assets or equity interests in Licensee or an Involved Affiliate solely among

Licensee and its Affiliates provided that [***]; (c) the pledge of any equity or assets to secure any existing indebtedness or any

refinancing, extension, or replacement thereof; or (d) the divestiture of an Involved Affiliate

provided that, upon any such divestiture, such Involved Affiliate immediately ceases to be

involved in the business conducted hereunder and is expressly prohibited from using or disclosing

any Confidential Information of CKI or its Affiliates or otherwise related to the business

conducted hereunder. As used herein, [***] the term “Competitor” means a company or a group

of affiliated companies that [***].

· Section

8.3(k) of the CK Agreement is hereby deleted in its entirety.

· The

first paragraph of Section 10.1 of the CK Agreement is hereby deleted in its entirety and

replaced with the following:

Licensee

shall comply with all laws, rules, regulations and requirements of any governmental body which may be applicable to the operations of

Licensee contemplated hereby, including, without limitation, as they relate to the manufacture, distribution, sale or promotion of Licensed

Products, notwithstanding the fact that CKI may have approved such item or conduct. In addition, Licensee represents, warrants, covenants

and agrees that, with respect to conducting the business contemplated hereunder, it will comply with all applicable laws and regulations

related to economic sanctions, including the sanctions laws of the U.S., the European Union, the U.K. and/or other international

enforcement authorities (including, by way of example, the U.S. Department of the Treasury Office of Foreign Assets Control) (“Sanctions

Laws”). Licensee acknowledges and understands that “conducting the business contemplated hereunder” covers [***].

Without limiting the generality of the foregoing, Licensee will not sell Licensed Products to any entities or individuals in violation

of Sanctions Laws or permit the use of any contractor, subcontractor or supplier for Licensed Products in violation of Sanctions Laws.

CKI shall have the right to terminate the Agreement upon notice to Licensee if Licensee [***].

· [***]

hereby deleted from the definition of Territory.

· Licensee

shall abide by the policies located at https://pvh.com/responsibility/resources,

including, without limitation, the PVH CR Supply Chain Guidelines located at https://pvh.com/-/media/Files/pvh/responsibility/PVH-CR-Supply-Guidelines.pdf,

the Restricted Substance List, the Conflict Minerals Policy, and the Animal Welfare Policy,

as the same may be amended by PVH from time to time, in connection with the manufacture of

Licensed Products and will cause all Third Party Manufacturers, Subcontractors and Suppliers

that manufacture or supply any Licensed Products and all entities that provide temporary

or permanent labor (including labor brokers and employment agencies) used in connection with

the production of Licensed Products, to abide by the CR Guidelines. PVH reserves the right

to modify the CR Guidelines at any time; provided, however, that [***]. In

the event of any inconsistencies in the CK Agreement (prior to this amendment) and the CR

Guidelines, [***] shall control. Licensee hereby represents, warrants, covenants and agrees

that Licensee will comply with all applicable collective bargaining agreements.

Except as expressly provided

above, the Agreement is, and shall continue to be, in full force and effect. Please confirm your understanding of and agreement

to the foregoing by signing and dating this letter in the place indicated below and returning a copy to us.

CALVIN KLEIN, INC.

By:

/s/ Mark Fischer

Mark D. Fischer

Executive Vice President

ACKNOWLEDGED AND AGREED:

MOVADO GROUP, INC.

By:

/s/ Mitchell Sussis

Name:

Mitchell Sussis

Date:

March 30, 2026

Title:

Authorized Signatory

SWISSAM PRODUCTS LIMITED

By:

/s/ Mitchell Sussis

Name:

Mitchell Sussis

Date:

March 30, 2026

Title:

Authorized Signatory

MGI LUXURY GROUP

SARL

By:

/s/ Mitchell Sussis

Name:

Mitchell Sussis

Date:

March 30, 2026

Title:

Authorized Signatory

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